Adjournment
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ADJOURNMENT

Adjournment has two separate meanings. Depending on how it is used, it can either mean "conclude" a meeting or temporarily "suspend" a meeting.

#1.  Conclude a Meeting. To adjourn a meeting is to terminate or finish a meeting.
When the business for which the . . . meeting was called has . . . been completed and no question is pending, someone should move "to adjourn," or the chair can call for such a motion. (Robert's Rules, 11th ed., pp. 551-552.)

#2.  Continue to a Later Date. Where the business of the meeting is not finished, a meeting may be adjourned to a later date so as to continue with the meeting's business.

a.  Membership Meetings. Adjournment of membership meetings occurs most often when quorum is not met. This scenario is often addressed in the association's bylaws. If not, provision in the Corporations Code and Robert's Rules can be used.

When a members' meeting is adjourned to another time or place...notice need not be given of the adjourned meeting if the time and place...are announced at the meeting. (Corp. Code §7511(d).)

...in the absence of a quorum, the assembly may fix the time to which to adjourn, adjourn, recess, or take measures to obtain a quorum...the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn" to a later date. (Robert's Rules, 11th ed., pp. 347-349.)

If a date was not selected and announced at the meeting, the board should set the date (in coordination with the Inspector of Elections) and give notice to the membership. As long as the ballots were not opened, they remain valid and are brought to the adjourned meeting by the Inspector. Once quorum has been achieved, the ballots are opened and counted.

b.  Board Meetings. Sometimes all the business on a meeting's agenda cannot be completed and the board continues the meeting to another date. The Corporations Code requires notice to board members but is silent about notice to the membership:

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. (Corp. Code §7211(a)(4).)

The Davis-Stirling Act is similarly silent regarding notice of adjourned meetings. Boards should check their association's bylaws to see if they address the issue. If they are also silent, notice should be given to everyone in attendance of the date and time of the adjourned meeting. If the adjournment is longer than 24 hours, the new meeting date should be posted. The more conservative approach is to always post notice of continued meetings. If new agenda items are added to the meeting, then it is no longer the same meeting and a minimum four-days notice must be given along with a revised agenda.

"Business is immediately resumed at the next meeting at the point where it left off..." (Robert's Rules, 11th ed., p. 236.)

c.  Executive Session Meetings. Adjourned executive session meetings are not addressed by the Corporations Code or the Civil Code. If not addressed in an association's bylaws, the conservative approach is to (i) give notice to any directors who were not in attendance at the meeting, and (ii) post notice so the membership is aware of the adjourned meeting if the adjournment is more than 24 hours.

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Adams Stirling PLC